Bylaws for telephone, online meetings

I figured the role of the inexpensive long-distance telephone and Internet connectivity has changed what it means to attend a leadership meeting. And if those technologies didn’t then expensive fuel will.

So I Googled meeting telephone members bylaws to see what I would come up with. Little wonder but some of the same phrases kept appearing.

E) Participation by Telephone: Members may participate in annual or special meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. The Board of Directors should make such equipment available at each annual or special members’ meeting. Participation by such means shall constitute presence in person at such a meeting.

Section H. Meetings. Meetings of the Executive Board of Directors shall be called by the President, a majority of the Board’s members, or the Executive Director, with a five-day notice to all Executive Board members and the Executive Director. A quorum of the Executive Board shall consist of five members. All meetings of the Executive Board shall be open to NABE members in good standing. The Executive Board may, by simple majority vote, close any portion of an Executive Board meeting to non-Board members to discuss confidential matters. Any members of the Executive Board of Directors may participate in meetings of the Executive Board by conference telephone, as permitted by the District of Columbia Nonprofit Corporation Act. Proxy voting shall not be permitted at meetings of the Executive Board.

Section 2.06 Participation in Meetings by Conference Telephone
Members of the Executive Committee may participate in a meeting by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence at such meeting.

(a) Telephone Conference. Any member of the Council may participate in a meeting of the Council by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

(b)Electronic Mail. The Council Executive Committee shall have the authority to conduct business by electronic mail provided that all communications by any members are copied to all other members of the Council Executive Committee and that any decisions made using this method shall be made by the affirmative vote of at least sixty per-cent of the entire membership of the Council Executive Committee. Decisions made using this method shall be incorporated in the minutes of the next meeting of the Council.

Section 4. Meetings.

Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually. A quorum shall consist of a least the majority of Trustees. The Chair may call a special meeting of the Trustees for any purpose upon notice being given at least ten days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as all Trustees are able to participate fully in any discussions with all the other members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume. A resolution signed by all the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of the Foundation.

(a) Special Meetings.

Special meetings of the Board of Trustees may be called by the chair of the board, by the vice-chair or by any two Trustees. The person or persons who call a special meeting of the Board of Trustees may fix the place for holding such special meeting.

(b) Notice.

Notice of any special meeting shall be given at least ten (10) days before the meeting by written notice delivered personally, or by email, chat, or fax to each Trustee at his business address, unless in case of emergency, the chair of the Board of Trustees or the vice-chair of the Foundation shall prescribe a shorter notice to be given personally or by communicating to each Trustee at his email address, residence or business address in like manner. Any Trustee may waive notice of any meeting, before or after the meeting, as provided in these Bylaws.

(c) Manner of Acting.

The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Such actions shall take the form of resolutions and shall be included in the corporate records of the Foundation.

(d) Presumption of Assent.

A Trustee of the Foundation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

(e) Constructive Presence at a Meeting.

A member of the Board of Trustees may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting.

(f) Action Without a Meeting.

Any action required by law to be taken at any meeting of the Trustees of the Foundation may be taken without a meeting consistent with the consent procedures described herein.

(g) Consent procedures

(1) Action required or permitted to be taken at a board of directors’ meeting may be taken without a meeting if the action receives the affirmative vote of the majority of the board members. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by the majority of the board members. Electronic signatures are acceptable. (2) Action taken under this section is effective when the action is affirmatively signed by a majority of the board members unless the consent specifies a different effective date. (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (4) Any consent resolution which has not received affirmative votes from the majority of the board members or has not received negative votes from the majority of the board members shall be presented for a vote at the next board meeting. (5) Modifications to the bylaws or articles of incorporation can not be made with consent resolutions.

One Reply to “Bylaws for telephone, online meetings”

My own experience is that telephone meetings are useful but are often clumsy and conversation does not flow naturally. Meetings tend to be more rigid and with less interaction, and therefore less creativity and negotiation. OTOH you need to be more specific and brief in order to make meetings productive, and have clear rules for calling for votes and making decisions. Meetings can hardly last for more than one hour because of dropping of attention level, incidents like sudden disconnections, external interferences, etc. You also lose a lot of non-verbal information, and I hope that soon broadband will be broad enough to allow for multiple video-calls (using separate windows for each participant), but technically it is still difficult and video quality is usually lousy when more than 2-3 people are online at the same time.